SC 13G: Xilio Therapeutics, Inc.

AI Summary

SC 13G filing by Xilio Therapeutics, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• d824908dsc13g.htm (SC 13G) — 41KB
• 0001193125-24-088525.txt ( ) — 43KB

From the Filing

SC 13G 1 d824908dsc13g.htm SC 13G SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xilio Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98422T100 (CUSIP Number) March 27, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 98422T100 1 NAMES OF REPORTING PERSONS Gilead Sciences, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)(b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 7,345,473 ( 1 ) 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 7,345,473 ( 1 ) 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,345,473 ( 1 ) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.9% ( 2 ) 12 TYPE OF REPORTING PERSON* CO (1) Consists of (A) 6,860,223 shares of common stock, par value $0.0001 per share (the Common Stock), of Xilio Therapeutics, Inc. (the Issuer) issued to the Reporting Person on March 28, 2024 and (B) 485,250 shares of Common Stock issued to the Reporting Person on April 3, 2024. (2) Based on 34,473,486 shares of Common Stock issued and outstanding as of March 28, 2024, as disclosed in the Issuers annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the SEC) on April 1, 2024, plus (A) 485,250 shares of Common Stock issued to the Reporting Person on April 3, 2024 and (B) 1,953,125 shares of Common Stock issued to other investors on April 2, 2024, based on information provided by the Issuer. Item1(a) Name of Issuer : Xilio Therapeutics, Inc. (the Issuer) Item1(b) Address of Issuers Principal Executive Offices : 828 Winter Street, Suite 300 Waltham, Massachusetts 02451 Item2(a) Name of Person Filing : Gilead Sciences, Inc. Item2(b) Address of Principal Business Office or, if none, Residence : 333 Lakeside Drive Foster City , California 94404 Item2(c) Citizenship : Delaware Item2(d) Title of Class of Securities : Common Stock, par value $0.0001 per share Item2(e) CUSIP No. : 98422T100 Item3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a : (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); (e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); (k) Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Item4 (a) Amount beneficially owned: 7,345,473 (1) (b) Percent of class: 19.9% (2) (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 7,345,473 (1) (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or direct the disposition: 7,345,473 (1) (iv) Shared power to dispose or direct the disposition: 0 (1) Consists of (A) 6,860,223 shares of Common Stock issued to the Reporting Person on March 28, 2024 and (B) 485,250 shares of Common Stock issued to the Reporting Person on April 3, 2024. (2) Based on 34,4

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